"The Governor View" - Relationships between governing boards and the executive in times of challenge

In an era when UK higher education is facing acute financial pressure, questions are being asked about the value of some degrees, and “culture wars” persist, university governance is under the spotlight.

In such challenging times, the relationship between the governing board and the executive can come under pressure. Fault lines can be exposed in some cases, or at the other end of the spectrum, external threats can cement an “us against the world” collective mindset.

Various studies outline the different power dynamics at play in organisational boards – from executive leaders with a directive CEO style, dominant coalitions of members, to collegiate decision making. But dynamics on boards can change quickly depending on circumstances, priorities, personalities, skill sets, and a range of other factors. In this movable feast, governors can find the concept of the “critical friend” helpful.

“I like the critical friend framing of the board relationship,” said the governor of an alternative provider. “You are there to both support and encourage but also to hold to account and you need take both seriously.”

For him, there are professional and personal aspects of the governor-executive relationship.

“Clearly there are boundaries that one needs to be careful about. There are potential conflicts of interest in so far as you may have a friendship with someone,” he says. “However, a more informal relationship but can be a good thing and often if there isn’t a personal relationship, that can hinder understanding; you just need to be careful about it.”

All governors point to the centrality of the relationship between the board chair and the vice chancellor (VC), or equivalent.

“It is the single most important relationship,” said a governor. “A sense of mutual trust and respect is crucial. If the chair can’t say difficult things to the VC then nobody can. You need to be able to have that open conversation from a chair’s perspective, and vice versa - the VC needs to be able to point out to the chair if they feel they are not getting a fair hearing or the right support from the board. It is a two-way thing.”

If the power balance in this relationship is tipped in favour of the VC, it can impact the board’s effectiveness, according to one university governor in Scotland.

Her board’s compliance with the wishes of the VC only became apparent with the arrival of a new chair who was “the first we’ve had who properly challenged the executive”.

“In the past the senior board members were very friendly with the VC and senior executive – they just didn’t want any kind of tension in the meeting,” she said. “I’m sure the executive would class the previous chair as being effective and working together for the benefit of the university. But under the current chair, there is more questioning and asking for clarification. You can see the executive start to look at one another when these questions are now being asked. There is a different power dynamic at play.”

This has led to the agenda being rearranged to bring financial matters to the top of the list, delegating more routine items that have already been agreed in subcommittees and that “we don’t need 20 pages on”.

“In the past, there was a lack of transparency,” the governor said. “Now other governors feel that they can begin to ask for things that we’ve asked for in the past but haven’t really got anywhere.”

In contrast to a governor who found “informal” chats over coffee with executive members useful for ironing out disagreements, the Scottish governor felt that transparency was undermined when former chairs had discussed and agreed issues with the VC “offline” before the board meeting.

Various studies on governance show that relevant expertise and skills are crucial if board members are to have the confidence to challenge the executive when necessary. Encouraging a wider range of voices can also ensure that the right questions are asked.

“You do a skills matrix when you are going out to recruit, so you have to use those skills and experiences when you have them round the table” said one board member. “We have also made deliberate moves to improve diversity and that helps to bring in new perspectives and avoid group think.”

A governor at a new university gives the example of comments made by a lay member, who is a lawyer, who was keen to clarify the board’s legal obligation in one area under discussion and asked member if they were “happy to be held account on the decision”. 

“That gave us pause for thought and led to a really good discussion,” she said. “The member of the executive that was responsible for that area then responded honestly and helpfully rather than glossing things over.“

One area of possible tension, particularly when discussing challenging issues, is the blurred line between strategy and operational concerns.

One governor cites an example of a lively board discussion where a question from a board member was perceived by the VC to have clearly strayed into operational territory.

“It was a case of ‘the board has decided what to do but now you are telling us how to do it’,” she said. “But there are no clear boundaries here. From the governor’s perspective, the issue under discussion had gone from operational to a matter of reputation, and reputational risk is a matter for the board.”

A deputy chair at a London university said that the role of strategic oversight did not come easily to everyone. “In one organisation I was involved in we had a successful businessman, who was perfect on paper but over a period of time it became clear that he was not really understanding the role and that it was different from running a company,” she said. “There was a lot of going down rabbit holes, wasting time and energy and asking questions of the executive about things that were of questionable usefulness.”

In challenging external circumstances, it is crucial that “board members are on the same page, understand their roles and don’t go over a boundary”, she said.

When universities hit the headlines, the VC and other executives can be under a personal spotlight, or in the firing line. In these circumstances, clear-headed advice from the board can make a difference.

“Some of the issues around the culture wars can get very personal,” said a governor at an alternative provider. “It makes it very difficult to make a sound judgement on emotive topics when it becomes personal, and you can feel defensive. The board is slightly removed when the heat is on and can bring a cool head and different perspectives. Clearly the board needs to feel ownership of the problem and to have sound judgement, but a strong sense of trust can help the executive through those very difficult situations.”

According to a recent report from development services company Minerva, having strong working relationship between the executive and lay members of an organisation isvital to effective governance, more impactful even than the quality of compliance or processes. However, in many cases the importance of the relationship is overlooked. 

Relationship building measures are welcomed by and important to governors, whether it be opportunities for informal chats or more formal timetabled meals and away days.

“Just knowing something about board members’ outside work or family or extracurricular interests, or the fact that they’ve just come back from a foreign trip, oils the wheels of human relationships and we can undervalue that,” said a governor.

He emphasises the importance of in-person board meetings, rather than the virtual version, for this reason. 

“There is this assumption that people can be online but it does work against opportunities for chatting during the coffee break,” he said. “Attending can be valuable and even though I’m a tech guy, I’m really big on attending in person. We ignore the difficult-to-quantify value of being there compared to the obvious costs of making the effort to be there. Most professional relationships are always based on some level of informal communication beyond the formal meeting.”

This governor tries to get to meetings 15 mins early or have a half hour buffer afterwards so he can “have a chat or a coffee”.

A deputy chair mentions that at her institution, a system is in place where governors are linked up with a particular area of activity, allowing them to get “underneath the skin of the work” and build relationships with relevant senior managers. 

Other governors outline “buddy systems” where experienced governors link with new recruits to show them the ropes, building knowledge and strengthening relationships across the governing body so the board works more effectively as a crucial friend to the executive.   

Governors are also invited by their universities to a series of events throughout the academic year which can help build relations. One cites a graduation ceremony where governors and a number of executive members ended up discussing budgets.

“You might think ‘let’s not talk budgets at graduation’ but actually those days when there is a really positive vibe, and lots of smiling faces and proud parents, are, in some ways, the ideal place to think about how can ensure that we can carry on doing more of this good stuff in the future,” he said.